C and C Fisher Pty Ltd v Livadaras

In the case of C & C Fisher Pty Ltd v Livadaras, the central issue revolved around the voting rights of C & C Fisher Pty Ltd, a member of a managed investment scheme, during a meeting where resolutions were to be considered. The dispute centred on whether the responsible entity and its associates could vote on resolutions where they had an interest, as per the Corporations Act. The case was heard in the Federal Court of Australia.

The primary legal issues the court needed to address were whether the decision of the meeting's chairperson to exclude certain votes was subject to review and whether the chairperson had acted in bad faith or made an error of law. This involved examining the meaning of 'bad faith' in the context of administrative decisions and whether the chairperson had acted impartially and without bias. The court also had to consider if the decision-making process was subject to the same principles as judicial review, particularly regarding errors of law and Wednesbury unreasonableness.

The court's reasoning focused on the concept of 'bad faith' and whether the chairperson's actions demonstrated a lack of honesty or a knowingly improper purpose. The court found that the chairperson's decision to exclude the votes was not influenced by bad faith, as there was no evidence to suggest that the chairperson had prejudged the issues or acted with personal fault beyond factual errors. The court further clarified that the decision-making process did not involve a separate obligation to act on reasonable grounds and that any decision made in good faith and according to law was final and conclusive. The court rejected the notion that irrationality or illogicality in fact-finding constituted an error of law, distinguishing administrative decisions from judicial review under Wednesbury unreasonableness.

In conclusion, the court dismissed C & C Fisher's challenge to the chairperson's ruling, finding no evidence of bad faith or error of law in the decision to exclude certain votes. The final order was that the application filed on 16 January 2009 be dismissed.